2004 Committee Charter : WABC

Purpose

This charter ("Charter") governs the operations of the Nominating Committee ("Committee") of the Board of Directors of Westamerica Bancorporation (the "Company"). The Committee has been appointed by the Board of Directors to assist the board in fulfilling its oversight responsibilities by identifying qualified individuals to become board members; recommending to the board Director nominees to fill vacancies on the board and recommending a slate of nominees for election or re-election for the next annual meeting of shareholders.

Composition & Membership

The Committee shall be comprised of at least three directors. All members of the Committee shall meet the independence requirements of and satisfy any other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission, California state law and NASDAQ.

The qualification of individuals to serve on the Committee shall be determined by the board and all members shall be appointed annually by the board. The Committee may form and delegate authority to subcommittees when appropriate. The Committee shall be subject to the provisions of the Company's bylaws relating to committees of the Board of Directors, including those provisions relating to removing committee members and filing vacancies.

Responsibilities

The Committee shall be responsible for screening and recommending qualified candidates to the board for membership. The Committee shall annually recommend a slate of Director nominees to be submitted for election at each annual meeting of shareholders. The Committee will evaluate and consider all candidates submitted by shareholders in accordance with bylaws. The Committee will consider persons recommended by shareholders in the same manner as a Committee-recommended nominee. The Committee will carefully consider each existing board member's contributions to value his or her experience as a Director prior to recommending for the re-nomination each year.

Identification and Evaluation

For the purpose of identifying nominees for the Board of Directors, the Committee will rely on personal contacts of the committee, other members of the Board of Directors and as deemed appropriate, the engagement of a professional search firm. In evaluating potential candidates, the Committee will determine whether a candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the minimum qualifications indicated below. The Committee or its designee will interview all candidates.

Nominees for Director shall meet the following minimum qualifications:

  • appropriate personal and professional attributes to meet the Company's needs

  • highest ethical standards and absolute personal integrity

  • physical and mental ability to contribute effectively as a Director

  • willingness and ability to participate actively in board activities and deliberations

  • ability to approach problems objectively, rationally and realistically

  • ability to respond well and to function under pressure

  • willingness to respect the confidences of the Board and the Company

  • willingness to devote the time necessary to function effectively as a Board member

  • possess independence necessary to make unbiased evaluation of management performance

  • be free of any conflict of interest that would violate applicable law or regulation or interfere with ability to perform duties

  • broad experience, wisdom, vision and integrity

  • understanding of the Company's business environment

  • significant business experience relevant to the operations of the Company

    Shareholder Nominations

    As described in the bylaws, Section 2.14, nominations for election to the Board of Directors may be made by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations shall be made in writing and shall be received by the secretary of the corporation at least 45 days before the anniversary of the date on which the corporation first mailed its proxy materials for the prior year's annual meeting of shareholders; provided, however, that in the event the date for the current year's annual meeting has changed more than 30 days from the date on which the prior year's annual meeting was held, then notice must be received a reasonable time before the corporation mails it proxy materials for the current year. Any such written nomination shall contain the following information to the extent known to the nominating shareholder: (a) the name and address each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the corporation that the shareholder expects will be voted for each proposed nominee; (d) the name and address of the notifying shareholder; and (e) the number of shares of capital stock of the corporation owned by the notifying shareholder. Nominations not made in accordance herewith may be disregarded by the chairman of the applicable meeting of shareholders called for the election of directors in his sole discretion, and upon his instructions, the inspectors of election may disregard all votes cast for each such nominee.

    The Committee shall be responsible for assessing the appropriate balance of skills and characteristics required of board members. The Committee may also seek to recommend candidates with specific attributes to handle board vacancies, allowing the board to comply with all rules and regulations. The Committee, together with the full board, shall use reasonable efforts to ensure timely compliance with NASDAQ rules related to independence.

    The Committee will perform other functions as may be assigned by the board, or may be required by federal securities laws, rules and regulations of the SEC, the state of California, or NASDAQ.

    In carrying out its responsibilities, the Committee may draw on the expertise of management and the corporate staff and, when appropriate, may hire and compensate outside search firms or other experts or advisors to assist with its work.

    The Committee will periodically review and make recommendations regarding the appropriate size of the Board. The Committee will periodically review and make recommendations regarding the Director retirement age policy. The Committee will also periodically make recommendations to the Board with respect to the compensation of Board members.

    The Committee will review and re-assess the adequacy of this Charter annually and recommend any proposed changes to the board for approval.

    Meetings

    The Committee will normally meet once per year, in conjunction with a regularly scheduled meeting of the Board of Directors, or on a more frequent basis as necessary to carry out its responsibilities. Upon the request of the board, the Committee shall submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with the board.